EXHIBIT 5

[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
4365 Executive Drive, Suite 1100, San Diego, CA  92121-2189
Phone:  858-677-1400   Fax: 858-677-1477 www.graycary.com

December 2, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

As legal counsel for QUALCOMM Incorporated, a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 41,411 shares of the
Common Stock, $0.0001 par value, of the Company which may be issued pursuant to
the exercise of options granted under the Spike Technologies, Inc. 1998 Stock
Option Plan (the "Plan") and assumed by QUALCOMM Incorporated.

We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We express no opinion
concerning any law other than the corporation laws of the State of Delaware. As
to matters of Delaware corporation law, we have based our opinion solely upon
our examination of such laws and the rules and regulations of the authorities
administering such laws, all as reported in standard, unofficial compilations.

Based on such examination, we are of the opinion that the 41,411 shares of
Common Stock which may be issued upon exercise of options granted under the Plan
and assumed by QUALCOMM Incorporated are duly authorized shares of the Company's
Common Stock, and, when issued against receipt of the consideration therefor in
accordance with the provisions of the Plan, will be validly issued, fully paid
and nonassessable. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement referred to above and the use of our name wherever
it appears in said Registration Statement.

Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich LLP
GRAY CARY WARE & FREIDENRICH LLP